What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-04-14 compared with 2024-03-28 · 333 added, 312 removed, 620 unchanged (51% of the section changed)

17 unchanged sentences

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3, the Company suffered an accumulated deficit of $(7,291,954) and net loss of $(2,270,258).

These matters raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s plans with regards to these matters are also described

in Note 3 to the financial statements.

These financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

financial statements are the responsibility of the Company’s management.

20 unchanged sentences

a reasonable basis for our opinion.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC (PCAOB ID 5041 )

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required

to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Going Concern Uncertainty

described in Note 3 to the consolidated financial statements, the Company has significant operating losses and a working capital deficiency.

The ability of the Company to continue as a going concern is dependent on obtaining additional working capital funding from the CEO,

sale of equity and/or debt securities to execute its plans and continue operations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

The procedures performed to address the matter included.

inquired of executive officers, and key members of management, of the Company regarding factors

that would have an impact on the Company’s ability to continue as a going concern,

evaluated management’s plan for addressing the adverse effects of the conditions identified,

including assessing the reasonableness of forecasted information and underlying assumptions

by comparing to actual results of prior periods and actual results achieved to date, and

utilizing our knowledge of the entity, its business and management in considering liquidity

needs and the Company’s ability to generate sufficient cash flow,

assessed the possibility of raising additional debt or credit through confirmation with related

and third parties of the details of arrangements to provide or maintain financial supports.

of the Company’s legal counsel about litigation, claims, and assessments.

evaluated the completeness and accuracy of disclosures in the consolidated financial statements.

evaluated management’s judgements and assumptions used to assess the Company’s

ability to continue as a going concern

/S/ Lateef Awojobi

LAO Professionals (PCAOB ID 7057 )

have served as the Company’s auditor since 2025

PICTURE HOUSE CORPORATION

BALANCE SHEETS

Lagos, Nigeria

AMERICAN PICTURE HOUSE CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2024

5 unchanged sentences

Receivable - related party

Other receivables

Total Current Assets

Produced and licensed content costs

Intangible assets, net of accumulated amortization of $ 1,000

IMM loans receivable, net of allowance of $ 366,387

Loans receivable, film financing arrangements

Intangible assets, net of accumulated amortization of $ 19,250 and $ 1,000 as of December 31, 2024 and 2023, respectively.

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Cash overdraft

Accounts payable and accrued expenses

Payable to related parties

Deferred revenue, current portion

Interest payable - related party

Interest payable - EIDL loan

Note payable - related party

Commercial Line of Credit

Total Current Liabilities

15 unchanged sentences

accompanying notes are an integral part of these audited consolidated financial statements.

PICTURE HOUSE CORPORATION

STATEMENTS OF OPERATIONS

the years ended December 31, 2023 and 2022

AMERICAN PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2024 and 2023

Cost of revenues

1 unchanged sentence

General and administrative

Research and development

Research and development expenses

Sales and marketing

2 unchanged sentences

( 2,226,103 )

( 1,364,709 )

Other Income (Expenses):

5 unchanged sentences

( 1,366,318 )

$ ( 2,270,258 )

$ ( 1,366,318 )

Net loss per common share - Basic and Diluted

1 unchanged sentence

accompanying notes are an integral part of these audited consolidated financial statements.

PICTURE HOUSE CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the years ended December 31, 2023 and 2022

AMERICAN PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the years ended December 31, 2024 and 2023

Preferred Stock

3 unchanged sentences

$ ( 3,655,378 )

$ ( 307,000 )

Conversion of debt and accrued interest to Preferred Stock

Conversion of accrued liabilities totaling $ 105,000 into options to purchase 1,160,221 shares of Common Stock

Common stock issued for services

Issuance of Common Stock

( 1,366,318 )

Balance, December 31, 2023

1 unchanged sentence

$ ( 5,021,696 )

Conversion of accrued liabilities totaling $ 105,000 into options to purchase 1,160,221 shares of Common Stock

Common stock issued for services

Issuance of Common Stock

Common stock issued for services

Stock option compensation

( 2,270,258 )

4 unchanged sentences

accompanying notes are an integral part of these audited consolidated financial statements.

PICTURE HOUSE CORPORATION

STATEMENTS OF CASH FLOWS

the years ended December 31, 2023 and 2022

AMERICAN PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2024 and 2023

Cash Flows from Operating Activities:

1 unchanged sentence

$ ( 2,270,258 )

$ ( 1,366,318 )

Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities:

Reserve for uncollectible receivable

Expiration of produced and licensed costs

Stock option expense

Common stock issued for services

5 unchanged sentences

Receivables - related party

Loans receivable, film financing arrangements

Produced and licensed costs

Cash overdraft

Accounts payable and accrued expenses

2 unchanged sentences

Interest payable - EIDL loan

Interest payable

Deferred revenue

2 unchanged sentences

Cash Flows from Investing Activities:

Produced and licensed costs

Intangible assets

3 unchanged sentences

Repayment of debt borrowings - related parties

Proceeds from commercial line of credit

Repayment of commercial line of credit

Proceeds from sale of Common Stock

5 unchanged sentences

Conversion of accrued expenses into options to purchase Common Stock

Conversion of note payable to related parties and accrued interest to Common Stock

Common Stock issued for services

15 unchanged sentences

Company’s year-end is December 31.

2 – Summary Of Significant Aaccounting Policies

2 – Summary Of Significant Accounting Policies

of Presentation

8 unchanged sentences

of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial

As of December 31, 2023, the Company had working capital of $ 164,496 and an accumulated deficit of $ 5,021,696 .

As of December 31, 2024, the Company had negative working capital of $ 977,000 and an accumulated deficit of $ 7.3 million.

the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this

31 unchanged sentences

IP to content providers worldwide.

As of December 31, 2023, 100 % of accounts receivable were due from the BUFFALOED CAMA (see

Assigned Rights to feature film, BUFFALOED below).As of December 31, 2022, approximately 10 %, 17 %, and 72 % of accounts receivable

were due from three customers, including $ 35,000 from one related party (see Ribo Media in Note 10 – Related Party Transactions)

and $ 249,000 from the BUFFALOED CAMA.

In 2023, the Company wrote off $ 193,932 of receivables as bad debt based on a review of

the customer’s ability to pay, the customer’s Managing Director resigning, and the customer ceasing operations.

no bad debt expense and no additional allowance for doubtful accounts for the years ended December 31, 2023 and 2022.

SCHEDULE OF ACCOUNTS RECEIVABLE

December 31, 2023

December 31, 2022

Accounts receivable, trade

Accounts receivable, related party

As of December 31, 2024 and 2023, 100 % of accounts receivable were due from the BUFFALOED CAMA

(see Assigned Rights to feature film, BUFFALOED below).

In 2023, the Company wrote off $ 193,932 of receivables as bad debt based

on a review of the customer’s ability to pay, the customer’s Managing Director resigning, and the customer ceasing operations.

There was no bad debt expense and no additional allowance for doubtful accounts for the year ended December 31, 2024.

of Accounts Receivable

Accounts receivable, CAMA

Accounts receivable

for doubtful accounts

8 unchanged sentences

prepaid expenses are eventually consumed, they are charged to expense.

The Company had $ 29,185 and $ 32,862 in prepaid expenses December

The Company had $ 29,629 and $ 29,185 in prepaid expenses at December

31, 2024 and 2023, respectively.

2 unchanged sentences

amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:

SCHEDULE OF PRODUCED AND LICENSED CONTENT COSTS

of Produced and Licensed Content Costs

December 31, 2024

December 31, 2023

Films in development and pre-production stage

Produced and licensed

costs for content that is predominantly expected to be monetized individually will be amortized based upon the ratio of the current period’s

97 unchanged sentences

rate (a Level 3 fair value measurement).

The discount rate utilized in the discounted cash flow analysis is based on the

weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film

or television program or film group.

The fair value of any film costs associated with a film or television program that management plans

to abandon is zero.

Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying

value of investment in films and television programs may be required as a consequence of changes in management’s future revenue

The discount rate utilized in the discounted cash flow analysis is based on the weighted average

cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film or television program

or film group.

The fair value of any film costs associated with a film or television program that management plans to abandon is zero.

Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment

in films and television programs may be required as a consequence of changes in management’s future revenue estimates.

rights to the feature film, BUFFALOED.

6 unchanged sentences

receive $ 249,924 under the CAMA.

As of December 31, 2023 and 2022, the Company had recognized $ 249,924 of revenue under this arrangement

representing the amount whose collection was deemed probable.

During the years ended December 31, 2024 and 2023, the Company had recognized $ 53,000 and $ 32,000 , respectively,

of revenue under this arrangement representing the amount whose collection was deemed probable.

The assets acquired include:

5 unchanged sentences

thirty-five percent ( 35 %) beneficial ownership interest as per the film’s CAMA.

and all copyrights to “THIEF” (including five titles) (U.S.

V9968D472 (2019)), BC will transfer such

copyrights to APHP and APHP will file the necessary documents with the U.S.

Title and all copyrights to “THIEF” (including five titles) (U.S.

V9968D472 (2019)), BC will transfer

such copyrights to APHP and APHP will file the necessary documents with the U.S.

Library of Congress to effectuate such transfer.

● Title and copyright to “SPREAD THE

V9968D474 (2019)) BC will transfer such copyrights to APHP and APHP will file the necessary documents

with the U.S.

Title and copyright to “SPREAD THE WORD” (U.S.

V9968D474 (2019)) BC will transfer such copyrights to

APHP and APHP will file the necessary documents with the U.S.

Library of Congress to effectuate such transfer.

12 unchanged sentences

time the agreement was signed, no value was assigned to the receivable as the amount was not known or able to be estimated and the timing

of any future payments, if any, were not know.

of any future payments, if any, were not known.

Subsequently, in late December 2023 the Company was notified by Fintage House (the collection

2 unchanged sentences

if any, no value was assigned to any potential future revenues.

Technology License and Related Advances and Loans – The Company is the holder of a perpetual Master License to technologies

being developed by Vastech Holdings LTD (U.K.

Company Number:

08312665) (“Vastech”) specifically referred to as “Inverse

Magnetic Motor”, an electric motor technology intended for the automotive industry (the “IMM Technology”).

covers the North American territories (individually and collectively, the “IMM Target Markets”) and is for select target

markets including electric vehicles, electric 2/3-wheelers, and medium duty/heavy duty electric vehicles.

The license entitles the Company

to issue sub- licenses to its licensees and/or key partners.

The Master License grants certain rights to the Company including but not

limited to the Company having the right to develop its own patents and/or products based on the IMM technology independently and/or with

others and to integrate such technologies into motors for sale in the IMM Target Markets.

The Company may also passalong these rights

which may be wholly and/or partially assigned to licensees and/or key partners if such is deemed appropriate by the Company.

In conjunction

with the grant of this license to the Company by Vastech, the Company in its sole discretion, which may be withheld at any time, shall

initially pay up to one million six hundred thousand pounds (£ 1,600,000 ) to Vastech in advances against future licensing royalties

(“the IMM Advances’’).

The IMM Advances will be treated as loans with a maximum term not to exceed one year and will

carry an annual interest rate of six percent ( 6 %) (the “Loans”) which shall be made by the Company to Vastech until such

time as Vastech validates its technology sufficiently to the Company, its licensees, and key partners.

Acceptance of validation of the

technology will be at the sole discretion of the Company which may be withheld for any reason and/or for no reason.

If in the event Vastech

does not validate its technology, or the Company does not accept such Validation within one year of making such IMM Advances, such will

be considered IMM Loans and will become fully due and payable immediately.

Vastech agrees to immediately repay the Company for all such

IMM Advances and/or IMM Loans upon demand from the Company to Vastech that such repayments must be made.

Once the Company accepts validation,

the IMM Loans shall convert to IMM Advances;

but, not before such acceptance of Validation has been delivered by the Company to Vastech

December 2021, management of the Company re-evaluated the $ 266,387 IMM Loans Receivable and, in managements’ opinion, determined

that this receivable should be fully reserved by an allowance for uncollectible accounts.

Further, the Company has substantial doubt

that VASTECH and/or its successors and affiliates will successfully commercialize the licensed technology.

The license is carried on

the Company’s balance sheets at December 31, 2023 and 2022 at $ 0 .

Company’s intangible assets include in-service and under-development websites and licensed internal use software.

2 unchanged sentences

Additionally,

during the fourth quarter of 2023 the Company began developing additional aspects of its website that are expected to go live in the first

quarter of 2024.

During the fourth quarter of 2023, the Company licensed rights to new internal use software that is expected to be placed

in service during the first quarter of 2024.

during the fourth quarter of 2023 the Company began developing additional aspects of its website that were placed in service during 2024.

During 2023, the Company licensed rights to new internal use software that was expected to be placed in service in a future period to

track film production costs.

Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development

8 unchanged sentences

December 31, 2024, the capitalized costs of the Company’s websites placed into service were subject to straight-line amortization

over a three-year period.

revenue represents the amount billed to clients that has not yet been earned, pursuant to agreements entered into in current and prior

over a three-year

revenue represents the amount billed that has not yet been earned, pursuant to agreements entered into in current and prior periods.

As of December 31, 2024 and 2023, total net deferred revenue was $ 50,000 and $ 0 , respectively.

17 unchanged sentences

Approximately 16 %, 18 %, and 66 % of 2023 revenues were derived from three customers.

from Films and Licensed Rights , are calculated based on expected ultimate revenues estimated over a period not to exceed ten

from Films and Licensed Rights .

are calculated based on expected ultimate revenues estimated over a period not to exceed ten

years following the date of initial release of the motion picture.

15 unchanged sentences

income totaled $ 53,000 and $ 32,00 for the years ended December 31, 2024 and 2023, respectively.

Fair Value Measurements – The

Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value Measurements and Disclosures which defines

fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about

fair value measurements.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement

that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering

such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 - unadjusted quoted prices are available in

active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2 - pricing inputs are other than quoted prices

in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable

Level 3 - pricing inputs are unobservable for the

non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability

at the measurement date.

The inputs into the determination of fair value require significant management judgment or estimation.

3 inputs are considered as the lowest priority within the fair value hierarchy.

The valuation of the right to obtain control over affiliated

company, right to acquire shares of other companies, contingent consideration to be paid upon achieving of performance milestone, certain

convertible bridge loans (following the maturity date and thereafter) and certain freestanding stock warrants and bifurcated convertible

feature of convertible bridge loans issued to the units’ owners, fall under this category.

This hierarchy requires the Company to use observable

market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The fair value of cash and cash equivalents is based

on its demand value, which is equal to its carrying value.

Additionally, the carrying value of all other short-term monetary assets and

liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments.

of Long-Lived Assets – The Company evaluates whether events or circumstances

have occurred which indicate that the carrying amounts of long-lived assets (principally produced and licensed content costs) may

be impaired or not recoverable.

The significant factors that are considered that could trigger an impairment review include:

business strategy, market conditions, or the manner of use of an asset;

underperformance relative to historical or expected future operating

and negative industry or economic trends.

In evaluating an asset for possible impairment, management estimates that asset’s

future undiscounted cash flows and appraised values to measure whether the asset is recoverable.

The Company measures the impairment based

on the projected discounted cash flows of the asset over its remaining life.

Stock-Based Compensation – The

Company follows U.S.

GAAP, which requires all stock-based compensation to employees, including the grant of employee stock options, to

be recognized in the statement of operations based on its fair value.

Awards outstanding are accounted for using the accounting principles

originally applied to the award.

The expense associated with share-based compensation is recognized on a straight-line basis over the

service period of each award.

Refer to Note 8 for additional information related to this stock-based compensation plan.

Value Measurements – The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value

Measurements and Disclosures which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring

fair value, and expands disclosures about fair value measurements.

Fair value is an exit price, representing the amount that would be

received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in

pricing an asset or liability.

As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes

the inputs used in measuring fair value as follows:

1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to

access as of the measurement date.

2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly

observable through corroboration with observable market data.

3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity

for the non-financial asset or liability at the measurement date.

The inputs into the determination of fair value require significant

management judgment or estimation.

Level 3 inputs are considered as the lowest priority within the fair value hierarchy.

The valuation

of the right to obtain control over affiliated company, right to acquire shares of other companies, contingent consideration to be paid

upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding

stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, fall under this category.

hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining

fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value.

Additionally, the carrying

value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature

of these instruments.

of Long-Lived Assets – The Company evaluates whether events or circumstances have occurred which indicate that the carrying

amounts of long-lived assets (principally produced and licensed content costs) may be impaired or not recoverable.

The significant

factors that are considered that could trigger an impairment review include:

changes in business strategy, market conditions, or the

manner of use of an asset;

underperformance relative to historical or expected future operating results;

and negative industry or economic

In evaluating an asset for possible impairment, management estimates that asset’s future undiscounted cash flows and appraised

values to measure whether the asset is recoverable.

The Company measures the impairment based on the projected discounted cash flows

of the asset over its remaining life.

Compensation – The Company follows U.S.

GAAP, which requires all stock-based compensation to employees, including the grant

of employee stock options, to be recognized in the statement of operations based on its fair value.

Awards outstanding are accounted

for using the accounting principles originally applied to the award.

The expense associated with share-based compensation is recognized

on a straight-line basis over the service period of each award.

Refer to Note 8 for additional information related to this stock-based

compensation plan.

Company accounts for income taxes under FASB ASC 740, “ Accounting for Income Taxes” .

27 unchanged sentences

would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

December 31, 2023

December 31, 2022

of Anti-dilutive Securities Excluded from Computation of Weighted Average Common Shares Outstanding

Convertible Preferred Stock

12 unchanged sentences

applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As of December 31, 2023, the Company has an accumulated deficit of approximately $ 5.0 million and incurred a net loss of $ 1.4 million

These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

The accompanying

financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of assets

or the amounts and classification of liabilities that may result from an inability of the Company to continue as a going concern.

As of December 31, 2024, the Company has an accumulated deficit of approximately $ 7.3 million, incurred a net loss of $ 2.3 million in

2024, and had ($ 21 ) of cash on hand.

These factors, among others, raise doubt about the Company’s ability to continue as a going

The accompanying financial statements do not include adjustments to reflect the possible future effects on the recoverability

and classification of assets or the amounts and classification of liabilities that may result from an inability of the Company to continue

as a going concern.

Company has a limited operating history, which makes it difficult to evaluate current business and future prospects.

During 2024, the

Company reported $ 169,111 of service revenues, down from $ 461,174 in 2023 and no revenues in 2021 and 2020.

Management expects the Company

to incur further losses in the foreseeable future due to costs associated with content acquisition and production, the cost of on-going

litigation, and costs associated with being a public company.

There can be no assurance that our operations will ever generate sufficient

revenues to fund continuing operations, or that we will ever generate positive cash flow from our operations, or that we will attain

or thereafter sustain profitability in any future period.

To mitigate this situation, the Company has a loan agreement with the Company’s

CEO/President to fund its month-to-month cash flow needs.

Company reported $ 53,000 of revenues, down from $ 164,000 in 2023.

Management expects the Company to incur further losses in the foreseeable

future due to costs associated with content acquisition and production, the cost of on-going litigation, and costs associated with being

a public company.

There can be no assurance that our operations will ever generate sufficient revenues to fund continuing operations,

or that we will ever generate positive cash flow from our operations, or that we will attain or thereafter sustain profitability in any

future period.

To mitigate this situation, the Company has a loan agreement with the Company’s CEO to fund its month-to-month

cash flow needs.

During 2024, the Company borrowed $ 103,000 from and repaid $ 30,000 to Mr.

MacGregor pursuant to a master loan agreement

that is due and payable in 2024.

The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity

of the obligation.

This note is not convertible.

Also, during 2024, Company borrowed $ 280,000 from and repaid $ 0 to a family trust related

MacGregor pursuant to a master loan agreement that is due and payable in 2024.

The master note agreement accrues interest at a rate of

4.4 % due and payable in a lump sum upon maturity of the obligation.

The master note agreement accrues interest at a

rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

This note is not convertible.

4 – Film Production Loans

Mezzanine Loan Agreement with Barron’s Cove Movie, LLC

February 2024, the Company loaned $ 200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement.

the loan proceeds will be used to pay producer fees, including $ 10,000 to Mr.

The $200,00 loan, plus a premium of twenty percent

(20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan, or (b) from allocable

proceeds received by Barron’s Cove Movie, LLC related to the movie, whichever occurs first.

Loan Agreement with PNP Movie, LLC

February 2024, the Company agreed to loan PNP Movie, LLC $ 97,475 to be used solely in connection with a named feature length motion picture.

In April 2024, the loan agreement was amended whereby the Company agreed to lend an additional $ 42,525 and to use best efforts to increase

the aggregate financing to $ 597,475 .

As of December 31, 2024, a total of $ 196,200 had been advanced to PNP Movie, LLC.

These loans, plus

a premium of twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date

of the loan, or (b) from allocable proceeds received by PNP Movie, LLC related to the movie, whichever occurs first.

Additionally,

the agreement states that Mr.

MacGregor shall be entitled to a producer fee based on work to be performed and that Mr.

MacGregor will

receive a “Producer” credit and his son a “Co-Producer” credit on the film.

5 – Intangible Assets

1 unchanged sentence

Schedule of Intangible Assets

December 31, 2023

December 31, 2022

Website placed in service

Website - under development

Software – predeployment

assets, gross

Software – pre-deployment

Intangible assets, gross

Accumulated amortization

Intangible assets, net

were no impairment charges associated with the Company’s identifiable intangible assets during the years ended December 31, 2024

expense recorded in the accompanying consolidated statements of operations was $ 1,000 for the year ended December 31, 2023.

did not own any intangible assets during the year-ended December 31, 2022.

expense recorded in the accompanying consolidated statements of operations was $ 18,250 and $ 1,000 for the years ended December 31, 2024

and 2023, respectfully.

6 – Income Taxes

components of our deferred tax assets are as follows:

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

of Components of Deferred Tax Assets

Deferred tax assets:

Net operating loss carryforwards

Net operating

loss carryforwards

Less valuation allowance

( 1,045,000 )

Net deferred tax assets

benefit of income taxes for the years ended December 31, 2024 and 2023 consist of the following:

SCHEDULE OF BENEFIT OF INCOME TAXES

of Benefit of Income Tax

State and local

Valuation allowance

Income tax provision (benefit)

Income tax provision

December 31, 2024, the Company has federal and state net operating loss carryforwards of approximately $ 65,000 of losses that begin to

16 unchanged sentences

7 – Notes Payable

Payable – Related Party

March 31, 2022, the Company agreed to exchange $ 299,401 in debt obligations to Michael MacGregor, the Company’s CEO & President

and Board member, and relief from two of the Company’s legal services providers in exchange for equity in the form of 3,000,000

common shares valued at $ 0.10 per share for an equivalent aggregate value of $ 300,000 .

The transaction enabled the Company to retire

$ 231,901 of debt due and owing to Mr.

MacGregor and $ 67,500 of accrued legal fees.

Additionally, during 2022, the Company borrowed from

and subsequently repaid an additional $ 68,760 to Mr.

2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr.

MacGregor pursuant to a master loan agreement dated March 1, 2023.

Payable – Mr.

the year ended December 31, 2024, the Company borrowed $ 102,931 from and repaid $ 30,310 to Mr.

MacGregor pursuant to a master loan agreement.

The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

is not convertible.

March 1, 2023, the Company entered into a new Master Loan Agreement between Mr.

MacGregor and the Company.

During 2023, the Company borrowed

$ 178,500 from and repaid the same amount to Mr.

the year ended December 31, 2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr.

MacGregor pursuant to the same master

loan agreement.

Morgan Private Family Trust Loan Agreement (“NMPFT”)

the year ended December 31, 2024, the Company borrowed $ 280,000 from and repaid $ 0 to NMPFT pursuant to a master loan agreement.

master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

not convertible.

$ 200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s Cove Movie, LLC.

Payable – Board Member

2024, the Company borrowed $ 5,000 from a member of the Board of Directors.

This note is not convertible.

Injury Disaster Loan

6 unchanged sentences

Company has 1,000,000,000 common shares authorized.

As of March 13, 2024, the Company has 109,865,991 shares issued and outstanding.

As of March 13, 2024, the total number of shareholders of record was 330.

As of April 7, 2025, the Company has 112,399,325 shares issued and outstanding.

As of April 7, 2025, the total number of shareholders of record was 332 .

Common Stock has a one share one voting right with no other rights.

40 unchanged sentences

of employment (or such longer period as determined by the Board of Directors ).

January 11, 2024, the Company’s Board of Directors authorized the issuance of 250,000 options to each of its nine board members,

1,673,250 options to advisors, 662,983 options to Mr.

2024, the Company’s Board of Directors authorized the issuance of 250,000 options to each of its nine board members of which three

board members relinquished due to resignation or death and then issued another 250,000 options to another board member, 1,673,250 options

to advisors, 662,983 options to Mr.

Macgregor, and 497,238 options to Mr.

Blanchard for an aggregate of 5,083,471 options

with the rights to purchase common shares of the Company at an exercise price of $ 0.0125 per share.

No stock option expense will be reported

until such time as the stock option grant and related agreements are fully executed.

Also see Note 11 – Subsequent Events.

Note 9 – Contingencies and Uncertainties

Blanchard for an aggregate of 4,583,471 options with the rights

to purchase common shares of the Company at an exercise price of $ 0.0125 per share.

The Company reported $ 1,258,159 of stock option expense

related to these options.

10 – Contingencies and Uncertainties

and Uncertainties – The Company’s operations are subject to significant risks and uncertainties including financial,

5 unchanged sentences

Legal Proceeding:

Legal Proceeding(s).

Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc.

– Supreme Court of New York, County

of Kings, Index No.:

action instituted by Randall Sprung against the Defendants on March 4, 2019, to recover monies he alleges are owed by Defendants (Counter-Plaintiffs)

pursuant to written agreements to purchase shares and to provide consulting services between the parties.

Defendants Bannor Michael MacGregor

and Life Design Station International, Inc.

(“LDSI”) (Counter-Plaintiffs) have filed counterclaims to recover damages they

have incurred as a direct result of Sprung’s failure to properly perform his obligations and duties under the written agreement

between the parties.

February 2022, Plaintiff Sprung passed away.

On May 25, 2023, the Court entered an Order substituting David Sprung, as Administrator

of the Estate of Randall S.

Sprung, for Randall S.

Sprung as Defendant in the action.

January 8, 2024, Defendants LDSI and MacGregor filed their Motion for Summary Judgment with the Court seeking an order dismissing the

Defendants’ Motion is currently pending before the Court.

this time, management is unable to make an estimate of the possible loss or range of loss, if any, although it estimates the risk of

such loss to be low.

Because management is unable to reasonably estimate the amount of any loss, if any, no loss accrual has been recorded.

Supreme Court of New York, County of Kings, Index No.:

This action was instituted by Randall Sprung against the Defendants

on March 4, 2019, to recover monies he alleges are owed by Defendants (Counter-Plaintiffs) pursuant to written agreements to purchase

stock and to provide consulting services between the parties.

Defendants Bannor Michael MacGregor and Life Design Station International,

(“LDSI”) (Counter-Plaintiffs) have filed counterclaims to recover damages they have incurred as a direct result of Sprung’s

failure to properly perform his obligations and duties under the written agreement between the parties.

The parties have reached an agreement

as to all material terms of a settlement of this lawsuit with the parties agreeing to file a stipulation of discontinuance with prejudice

of all claims and counterclaims brought in the action.

The settlement documents and stipulation of discontinuance are being circulated

for execution.

11 – Related Party Transactions

Company has agreed to indemnify Mr.

MacGregor for all legal and professional costs originating from the lawsuit Randall S.

Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc.

– Supreme Court of New York, County

of Kings, Index No.:

the IMM Technology License more fully described in Note 2, Mr.

MacGregor was a member of the Board of Directors of VASTECH from March

8, 2017 until July 7, 2021.

MacGregor also owns approximately 2.5 % of VASTECH.

MacGregor owns approximately 4.9 % of Intellitech

Pty Ltd, the now current owner of the VASTECH IMM Technology.

2024 and 2023, the Company incurred approximately $ 180,000 and $ 200,000 , respectively, of professional fees to a legal firm affiliated

8 unchanged sentences

On January 1, 2023, the $ 105,000

of the 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $ 0.125 per share.

of 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $ 0.125 per share.

2022, the Company entered into consulting agreements with Ribo Music LLC aka Ribo Media (“Ribo Media”) whereby the

3 unchanged sentences

respectively.

As of December 31, 2023 and 2022, accounts receivable from Ribo Media totaled $ 0 and $ 35,000 , respectively.

Michael Blanchard,

a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company, are both Managing Members and

controlling shareholders in Ribo Media.

March 31, 2022, the Company agreed to exchange $ 299,401 in debt obligations to Michael MacGregor, the Company’s CEO & President

and Board member, and relief from two of the Company’s legal services providers in exchange for equity in the form of 3,000,000

common shares valued at $ 0.10 per share for an equivalent aggregate value of $ 300,000 .

The transaction enabled the Company to retire

$ 231,901 of debt due and owing to Mr.

MacGregor and $ 67,500 of accrued legal fees.

August 2022, the Company funded Devil’s Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film Devil’s

Half-Acre written and directed by Dashiell Luessenhop, a son of A.

John Luessenhop, a director of the Company.

During the years ended

December 31, 2023 and 2022, the Company capitalized $ 40,199 and $ 106,355 , respectively, of production costs associated with this film.

In July 2023 APH obtained 100 % ownership of Devil’s Half-Acre Productions, LLC and executed a new option agreement with the writer.

In September 2023, APH paid a Five Thousand-Dollar ( 5,000 ) option fee to the writer.

This option entitles APH to produce the film by

July 2024, with the ability to extend the option for an additional two (2) years.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or

“BC”) as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a

feature film, and copyrights on six film titles.

The Parties agree that APHP will designate BC as a “Content Partner”,

wherein BC will develop content and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC

subject to a mutually agreed upon Content Partner Agreement and BC will accept such designation.

The Company anticipates any rights

and obligations between APH and BC to be effective upon the greenlighting of a specific film or show Mr.

MacGregor, CEO/President

and a director of the Company, Mr.

MacGregor is also the CEO/President and a director of Bold Crayon and effectively controls Bold

Crayon as a managing manager of the trustee of the trust that owns the majority ownership interest in Bold Crayon.

Blanchard was a past Director and Secretary/Treasurer of Bold Crayon and is a director of APHP.

The transaction between the parties

has been consummated and all IP and copyrights have been transferred.

Michael Blanchard, a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company,

are both Managing Members and controlling shareholders in Ribo Media.

August 2022, the Company funded Devil’s Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film

Devil’s Half-Acre written and directed by Dashiell Luessenhop, a son of A.

John Luessenhop, a former director of the Company.

During the years ended December 31, 2024 and 2023, the Company capitalized $ 5,710

and $ 40,199 ,

respectively, of production costs associated with this film.

In July 2023 APH obtained 100 %

ownership of Devil’s Half-Acre Productions, LLC and executed a new option agreement with the writer.

In September 2023, APH

paid a Five Thousand-Dollar ( 5,000 )

option fee to the writer.

This option entitles APH to produce the film by July 2024, with the ability to extend the option for an

additional two (2) years.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or “BC”)

as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights

on six film titles.

The Parties agree that APHP will designate BC as a “Content Partner”, wherein BC will develop content

and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC subject to a mutually agreed upon Content

Partner Agreement and BC will accept such designation.

The Company anticipates any rights and obligations between APH and BC to be effective

upon the greenlighting of a specific film or show Mr.

MacGregor, CEO and a director of the Company, Mr.

MacGregor is also the

CEO and a director of Bold Crayon and effectively controls Bold Crayon as a managing manager of the trustee of the trust that

owns the majority ownership interest in Bold Crayon.

Michael Blanchard was a past Director and Secretary/Treasurer of Bold Crayon

and is a director of APHP.

The transaction between the parties has been consummated and all IP and copyrights have been transferred.

The assets acquired included:

26 unchanged sentences

and MacGregor).

Luessenhop is a director of the Company and owned 2.005 % of the Company at the time of this transaction.

Luessenhop was a director of the Company and owned 2.005 % of the Company at the time of this transaction.

November 10, 2022 the Company entered into an additional agreement regarding THE DEVIL’S HALF-ACRE to extend additional

7 unchanged sentences

Luessenhop from the Company and (ii.) cash of $ 12,583 .

2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr.

MacGregor pursuant to a master loan agreement dated March 1, 2023.

the year ended December 31, 2024, the Company borrowed $ 102,931 from and repaid $ 30,310 to Mr.

MacGregor pursuant to a master loan agreement.

The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

is not convertible.

During the year ended December 31, 2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr.

pursuant to the same master loan agreement.

the year ended December 31, 2024, the Company borrowed $ 280,000 from and repaid $ 0 to the Noah Morgan Private Family Trust Loan Agreement

(“NMPFT”) pursuant to a master loan agreement.

The master note agreement accrues interest at a rate of 4.4 % due and payable

in a lump sum upon maturity of the obligation.

This note is not convertible.

$ 200,000 of these loan proceeds were used to fund the senior

mezzanine loan to Barron’s Cove Movie, LLC as more fully described in Note 4 above.

2024, the Company borrowed $ 5,000 from a member of the Board of Directors.

This note is not convertible.

November 2023, the Company entered into a Consulting Agreement with A.

5 unchanged sentences

expired on December 31, 2023.

Luessenhop resigned as president of the Company on April 14, 2024,

November 2023, the Company entered into a Consulting Agreement with Michael Blanchard, a director of the Company, pursuant to which Mr.

12 unchanged sentences

Quartararo died on November 22, 2023, terminating the consulting agreement.

NOTE 11 – SUBSEQUENT EVENTS

12 – SUBSEQUENT EVENTS

accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to December 31, 2024, to

2 unchanged sentences

any material subsequent events to disclose in these consolidated financial statements.

of Common Stock

the period January 1, 2024 to present, the Company sold 75,000 shares of Common Stock at $ 0.20 per share to new investors resulting in

total proceeds of $ 15,000 .

Option Grants

January 11, 2024, the Company’s Board of Directors authorized the issuance of 250,000 options to each of its nine board members,

1,673,250 options to advisors, 662,983 options to Mr.

Macgregor, and 497,238 options to Mr.

Blanchard for an aggregate of 5,083,471 options

with the rights to purchase common shares of the Company at an exercise price of $ 0.0125 per share.

Morgan Private Family Trust Loan Agreement (“NMPFT”)

February 6, 2024, the Company entered into a master loan agreement with the NMPFT.

The master note agreement accrues interest at a rate

Also on February 6, 2024, the Company borrowed $ 200,000 pursuant to this loan agreement with this amount due and payable in

a lump sum on February 6, 2025 .

This note is not convertible.

The $ 200,000 was used to fund the senior mezzanine loan to Barron’s

Cove Movie, LLC as described below.

Later in February, NMPFT loaned an additional $ 50,000 to APHP.

Mezzanine Loan Agreement with Barron’s Cove Movie, LLC

February 2024, the Company loaned $ 200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement.

the loan proceeds will be used to pay executive producer fees, including $ 10,000 to Mr.

The $200,00 loan, plus a premium of

twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan,

or (b) from allocable proceeds received by Barron’s Cove Movie, LLC related to the movie, whichever occurs first .

March 18, 2024, the Company received $ 54,951 from the Buffaloed CAMA (See Note 10) - $ 31,948 related to the receivable due the Company

at December 31, 2023 plus $ 23,003 earned in the first quarter of 2024.

Previously in 2022, the Company earned an additional $ 249,924

under the Buffaloed CAMA for cumulative proceeds of $ 304,875 .

Pursuant to the Asset Purchase Agreement by and among the Company

and Bold Crayon Corporation and based on cumulative collections of $ 304,875 , the Company issued 17 shares of preferred stock to Bold

Crayon Corporation.

Company is Due to Issue 20 Preferred Shares to Bold Crayon, Inc.

In November 2022, the Company obtained certain

limited rights to the feature film BUFFALOED from BC, to date the Company has received $ 304,875 under the CAMA.

As partial consideration

for the BC Assets being acquired by APH hereunder, APHP agreed to pay BC the first $ 130,000 that APHP collected from the BUFFALOED

and to deliver one Preferred Share to BC for each $ 10,000 , in value paid to APHP from the BUFFALOED receivable above $ 130,000 ,

not to exceed 125 Preferred Shares.

As of September 30, 2024, BC was due to receive 17 Preferred Shares of APHP.

On March 18, 2024, the

Board authorized such issuance;

but, the Company has yet to issue such shares and anticipates issuing in early Q2.

March of 25, APHP received an additional $ 29,674 bringing the aggregate received by APHP to $ 334,549 ;

further subtracting out the above

mentioned $ 130,000 , leaves $ 204,549 entitling BC to 20 Preferred Shares.

Therefore, APHP will issue 20 Preferred Shares to BC including

these additional 3 preferred shares.

Before the end of March, BC converted the 20 Preferred Shares to 2 million common shares.

Company is Due to Issue 500,000 Common Shares to SSS Entertainment, LLC (“SSS”) .

According to a contract dated November

7, 2024 between APHP and SSS on or about January 6, 2025, APHP was due to pay $ 725,000 to SSS towards the purchase of a 24 % ownership

interest in the film, TURN UP THE SUN!

(which has since been renamed, “POSE” ), since APHP failed to make said

payment timely there was a default clause entitling SSS to an additional 500,000 common shares of APHP.

Therefore, APHP will issue to

SSS an additional 500,000 common shares.

On March 18, 2025, the Board authorized such issuance;

but, the Company has yet to issue such

shares and anticipates issuing in early Q2.

March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop, Jr.

(“Luessenhop”)

and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.

Under the terms of the

agreement, Luessenhop agreed to transfer one million shares of APHP common stock, valued at $ 256,000 , to APHP.

In exchange, Luessenhop

received all rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE, including the screenplay, filmed

footage, copyright, and related materials, as well as the screenplay and associated option agreement for ASK CHRISTINE.

Additionally,

Luessenhop was also assigned APHP’s rights under a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud

Services Agreement.

The agreement also included a mutual release of all claims related to the referenced screenplays and agreements.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk